Key Takeaways for potential purchasers and land owners (to ensure there exists a good root of title and in relation to indisputable due diligence in property transactions): The Principles Affirmed By The Supreme Court In Dina Management Case

A. Due Diligence is Paramount

The Court underscored that prospective purchasers of land must go beyond routine searches at the land registry. Comprehensive due diligence now includes:

• Investigating the root of title to ensure that the initial allocation and subsequent transfers of land rights complied with constitutional and statutory procedures;
• Physically inspecting the land to verify occupation, use, zoning, and any competing claims;
• Scrutinizing the legality of any original grant or alienation, especially where the land in question is situated near public utilities or reserves.

This principle recognizes that a registered title is not inherently indefeasible where there is evidence that the title originated from a transaction that was procedurally flawed or illegal. Purchasers are therefore charged with an affirmative duty of inquiry, and failure to meet this standard may result in the loss of purported ownership rights.

B. Limitation of the Doctrine of Bona Fide Purchaser for Value Without Notice

The Court limited the scope of the long-standing doctrine protecting innocent purchasers. While the doctrine traditionally shielded purchasers who acquired land without notice of defect in title, the Court clarified that:

• The doctrine does not apply where the original allocation of the land was unlawful—particularly where public land is involved;
• No amount of consideration or lack of knowledge can validate an invalid title derived from unconstitutional or irregular allocation of public resources.

Thus, even a genuinely innocent purchaser cannot assert ownership where the root of title is impugned.

C. Indefeasibility of Title is Not Absolute

The Court rejected the notion that a certificate of title conclusively proves ownership. Instead, under the current legal regime—including the Land Registration Act, 2012, and the Constitution of Kenya, 2010:

• A certificate of title serves only as prima facie evidence of ownership;
• Courts retain the jurisdiction to interrogate and annul titles acquired through fraud, illegality, misrepresentation, or procedural impropriety;
• The indefeasibility of title is therefore conditional upon the legality of the process through which the title was obtained.

This reaffirms the principle that land rights cannot be founded on unlawful acts, and that the judiciary is empowered to rectify registrable interests that violate the law.

D. Legitimate Expectation in Lease Renewals

The Court also clarified the doctrine of legitimate expectation in the context of leasehold renewals over public land:

• Lessees who timely apply for lease renewal before expiry may hold a legitimate expectation that such applications will be considered fairly and within a reasonable time;
• However, legitimate expectation does not confer any proprietary rights or guarantee automatic renewal;
• The state retains discretion over public land allocations and is not legally bound to extend leases absent compliance with statutory and policy frameworks.

This serves as a caution to leaseholders not to assume continuity of rights post-expiry and underscores the importance of initiating formal renewal processes well in advance.

E. Reversion of Government Land Upon Lease Expiry

The Court reiterated the principle that land leased from the government reverts automatically to the state upon expiry of the lease term unless formally renewed:

• The continued occupation or use of public land by a former lessee following lease expiry does not confer legal or equitable interest;
• Any acts of possession or improvement made after expiry, without lawful renewal, do not create enforceable rights;
• This reinforces the sovereignty of the state over public land and precludes adverse possession claims against the government in such contexts.

CONCLUSION (SUPPLEMENT): LEGAL IMPLICATIONS

The decision in Dina Management Limited must be viewed not only as a dispute over land but as a jurisprudential restatement of the public trust doctrine, constitutional supremacy, and the evolving expectations of land governance in Kenya. Going forward, parties involved in land transactions must recognize that titles are no longer sacrosanct instruments immune from judicial scrutiny. The message is clear: Due diligence is no longer optional—it is an essential legal obligation.